Exhibit 10.13 (C)


     

     

     

     

    

      EXHIBIT
        10.13 (C) 

      


      


      


      February
        14, 2006

      


      Mamdouh
        Philippe, President

      Mamdouh
        & Basem Philipco

      Greaters
        for Nile Tourism

      Nefertari
        Street

      Luxor,
        Egypt

      


      RE: Loan
        Agreement: U.S. $500,000.00

      


      Dear
        Mr.
        Philippe:

      


      This
        letter agreement shall be deemed a Loan Agreement under which Sonesta
        International Hotels Limited (“Sonesta”) will advance the sum of U.S.
        $500,000.00 to (1) Mamdouh & Basem Philipco, “Owner” of Sonesta St. George
        Hotel, Luxor (“Hotel”), and (2) Greaters for Nile Tourism, “Owner” of Sonesta
        St. George I cruise ship (“Ship”), by assumption of obligations, dated as of
        February 15, 2006, regarding that certain Management Agreement, dated May
        11,
        1995, originally between Philippe Co. for Hotels, as Owner, and Sonesta,
        as
        Operator (the “Hotel Management Agreement”), and dated June 1, 2005, between
        Greaters for Nile Tourism, as Owner, and Sonesta, as Operator (the “Ship
        Management Agreement”).

      


      Amount
        of Loan:
        U.S.
        $500,000.00, to be advanced on or about February 15, 2006 (the
“Loan”).

      


      Purpose:
        To
        assist Owner with the financing of (1) improvements to Sonesta St. George
        Hotel,
        Luxor, and (2) completion of Sonesta St. George I cruise ship.

      


      Repayment
        of Loan:
        The
        Loan shall be repaid to Sonesta International Hotels Limited (“Lender”), in
        currency of the United States, in ten (10) monthly installments, each of
        which
        shall be due and payable on the fifteenth (15th)
        day of
        each calendar month. The first monthly payment shall be due and payable June
        15,
        2006. (The attached “Repayment Schedule” reflects the monthly repayment of the
        Loan, together with interest at the Interest Rate.)

      


      Interest
        Rate:
        The
        Loan shall be repaid, together with interest at the “Interest Rate”, which shall
        be equal to 7.5% per annum (the current Prime Rate).

      


      Default
        Rate/Charges:
        In the
        event that the Loan is not repaid in accordance with this letter agreement,
        or
        if any portion of the Loan, or Loan interest, remains unpaid as of March
        15,
        2007, interest shall accrue on the amount of the Loan, and interest, then
        outstanding at the rate of twelve percent (12%) per annum. Borrower shall
        also
        be responsible for reimbursing Lender for any costs Lender incurs in enforcing
        this letter agreement, including reasonable attorney’s fees.

      


      Authority
        of Lender, as Operator, to Make Payments:
        Borrowers, as Owner of the Hotel under the Hotel Management Agreement, and
        as
        Owner of the Ship under the Ship Management Agreement, hereby authorize and
        instruct Lender, as Operator of the Hotel and of the Ship under said Management
        Agreements, to repay the Loan, in accordance with this letter agreement,
        from
        the income of the Hotel and Ship, and to charge any such amounts used to
        repay
        the Loan, or to pay interest thereon, to the Owner’s account.

      


      Loan
        Fee:  Borrowers
        agree to pay a fee to Lender in the amount of U.S. $1,578.00 in consideration
        of
        making the Loan, such fee being due upon funding of the Loan to Borrowers.
        (Said
        fee represents the difference between the Interest Rate and the interest
        rate
        applicable to a loan made by Lender to Mamdouh & Basem Philipco, dated
        October 15, 2004.) 

      


      Prepayment: Borrowers
        may prepay the Loan, and interest thereon, at any time without charge or
        penalty.

      


      


      In
        Witness Whereof, the parties have set their hands and seals as of this February
        ____, 2006.

      


       

    

    
      
        	
                Borrower:

              	
                Lender:

              
	
                Mamdouh
                  & Basem Philipco

              	
                Sonesta
                  International Hotels Limited

              
	 	 
	
                By: /S/

              	
                By:/S/

              
	 	
                Mamdouh
                  Philippe Megalaa

              	 	
                Boy
                  A.J. van Riel

              
	 	
                President

              	 	
                Vice
                  President & Treasurer

              


      

      

        GUARANTY

        The
          undersigned, Mamdouh Philippe Megalaa, individually, agrees, jointly and
          severally, to guaranty the obligations of the Borrowers, Mamdouh & Basem
          Philipco and Greaters for Nile Tourism, under the above loan letter agreement.
          The Creditor shall have the right to demand payment from me, on a several
          basis,
          without need for first demanding payment from the Debtor.

        


        
          	
                  By:/S/

                
	 	
                  Mamdouh
                    Philippe Megalaa

                


        

        


        Date: February
          ____, 2006